SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
D.R. HORTON, INC.
(Co-registrants are listed on the following page)
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-2386963
- ---------------------------------------- -------------------
(State of Incorporation or Organization) (IRS Employer
Identification No.)
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006
- ---------------------------------------- -------------------
(Address of principal executive offices) (zip code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [X] the following box. [ ]
Securities Act registration statement file number to which
this form relates: ---------------
(If Applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be
------------------- Registered
----------
Zero Coupon Convertible Senior Notes Due 2021 New York Stock Exchange
of the Registrant, together with Guarantees of
such Notes by direct and indirect Subsidiaries
of the Registrant
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
The following direct and indirect subsidiaries of the Registrant may
guarantee the debt securities and are co-registrants under this registration
statement.
Jurisdiction of
Incorporation I.R.S. Employer
Name of Co-Registrant or Organization Identification No.
--------------------- --------------- ------------------
C. Richard Dobson Builders, Inc. Virginia 54-1082672
CH Investments of Texas, Inc. Delaware 86-0831611
CHI Construction Company Arizona 86-0533370
CHTEX of Texas, Inc. Delaware 74-2791268
Continental Homes, Inc. Delaware 86-0515339
Continental Homes of Florida, Inc. Florida 59-1237314
Continental Homes of Texas, L.P. Texas 74-2791904
Continental Residential, Inc. California 86-0596757
D.R. Horton, Inc. - Birmingham Alabama 62-1666398
D.R. Horton, Inc. - Chicago Delaware 75-2795240
D.R. Horton, Inc. - Denver Delaware 75-2666727
D.R. Horton, Inc. - Greensboro Delaware 75-2599897
D.R. Horton, Inc. - Louisville Delaware 75-2636512
D.R. Horton, Inc. - Minnesota Delaware 75-2527442
D.R. Horton, Inc. - New Jersey Delaware 75-2665362
D.R. Horton, Inc. - Portland Delaware 75-2763765
D.R. Horton, Inc. - Sacramento California 75-2569592
D.R. Horton, Inc. - Jacksonville (formerly D.R. Horton, Delaware 75-2460269
Inc. - San Diego)
D.R. Horton - Texas, Ltd. Texas 75-2491320
D.R. Horton, Inc. - Torrey Delaware 75-2689997
D.R. Horton Los Angeles Holding Company, Inc. California 75-2589298
D.R. Horton Management Company, Ltd. Texas 75-2436079
D.R. Horton San Diego Holding Company, Inc. California 75-2589293
DRH Cambridge Homes, LLC Delaware 75-2797879
DRH Cambridge Homes, Inc. California 75-2589359
DRH Construction, Inc. Delaware 75-2633738
DRH Regrem I, Inc. Delaware 75-2926868
DRH Regrem II, Inc. Delaware 75-2926869
DRH Regrem III, Inc. Delaware 75-2926870
DRH Regrem IV, Inc. Delaware 75-2926871
DRH Regrem V, Inc. Delaware 75-2926872
DRH Regrem VI, LP Texas 75-2926873
DRH Regrem VII, LP Texas 75-2926874
DRH Regrem VIII, LLC Delaware 75-2926876
DRH Southwest Construction, Inc. California 75-2589289
DRH Title Company of Colorado, Inc. Colorado 75-2695520
DRH Tucson Construction, Inc. Delaware 75-2709796
DRHI, Inc. Delaware 75-2433464
KDB Homes, Inc. Delaware 86-0565376
Meadows I, Ltd. Delaware 75-2436082
Meadows II, Ltd. Delaware 51-0342206
Meadows VIII, Ltd. Delaware 75-2824511
Meadows IX, Inc. New Jersey 75-2684821
Meadows X, Inc. New Jersey 75-2684823
SGS Communities at Grande Quay, LLC New Jersey 22-3481784
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
The material set forth in the section captioned "Description of Debt
Securities" in the Registrant's Form S-3 Registration Statement (Registration
No. 333-57388) filed with the Securities and Exchange Commission (the
"Commission") on April 18, 2001, and the section captioned "Description of
Notes" in the Registrant's Prospectus Supplement dated May 4, 2001 filed or to
be filed pursuant to Rule 424(b) and incorporated by reference therein, is
incorporated herein by reference.
Item 2. Exhibits.
--------
Exhibit No. Description
- ----------- -----------
1 Indenture, dated as of September 11, 2000, among D.R. Horton,
Inc., the guarantors named therein and American Stock Transfer
and Trust Company, as Trustee, relating to the Senior
Subordinated Debt Securities of D.R. Horton, Inc., is
incorporated herein by reference from Exhibit 4.1(a) to the
Registrant's Current Report on Form 8-K filed with the Commission
on September 7, 2000.
2 First Supplemental Indenture, dated as of September 11, 2000,
among D.R. Horton, Inc., the guarantors named therein and
American Stock Transfer and Trust Company, as Trustee, relating
to the 9.75% Senior Subordinated Notes due 2010 of D.R. Horton,
Inc., is incorporated herein by reference from Exhibit 4.1(b) to
the Registrant's Current Report on Form 8-K filed with the
Commission on September 7, 2000.
3 Second Supplemental Indenture, dated as of March 12, 2001, among
D.R. Horton, Inc., the guarantors named therein and American
Stock Transfer and Trust Company, as Trustee, relating to the
9.375% Senior Subordinated Notes due 2011 of D.R. Horton, Inc.,
is incorporated herein by reference from Exhibit 4.1(a) to the
Registrant's Current Report on Form 8-K filed with the Commission
on March 8, 2001.
4 Indenture, dated as of June 9, 1997, among the Registrant, the
guarantors named therein and American Stock Transfer & Trust
Company, as Trustee, relating to Senior Debt Securities, is
incorporated herein by reference from Exhibit 4.1(a) to the
Registrant's Registration Statement on Form S-3 (Registration No.
333-27521) filed with the Commission on May 21, 1997.
5 First Supplemental Indenture, dated as of June 1, 1997, among the
Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, relating to the 8 3/8%
Senior Notes due 2009, is incorporated by reference from Exhibit
4.1 to the Registrant's Form 8-K/A dated April 1, 1997, filed
with the Commission on June 6, 1997.
6 Second Supplemental Indenture, dated as of September 30, 1997,
among the Registrant, the guarantors named therein and American
Stock Transfer & Trust Company, as Trustee, is incorporated by
reference from Exhibit 4.4 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1997, filed
with the Commission on December 8, 1997.
7 Third Supplemental Indenture, dated as of April 17, 1998, among
the Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, is incorporated by
reference from Exhibit 4.3 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998, filed with
Commission on May 14, 1998.
8 Fourth Supplemental Indenture, dated as of April 20, 1998, among
the Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, is incorporated by
reference from Exhibit 4.4 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998, filed with
Commission on May 14, 1998.
9 Fifth Supplemental Indenture, dated as of August 31, 1998, among
the Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, is incorporated herein by
reference from Exhibit 4.7 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1998, filed
with the Commission on December 10, 1998.
10 Sixth Supplemental Indenture, dated as of February 4, 1999, among
the Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, relating to the 8% Senior
Notes due 2009, is incorporated herein by reference from Exhibit
4.1 to the Registrant's Form 8-K filed with the Commission on
February 2, 1999.
11 Seventh Supplemental Indenture, dated as of August 31, 1999,
among the Registrant, the guarantors named therein and American
Stock Transfer & Trust Company, as Trustee, is incorporated
herein by reference from Exhibit 4.9 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 1999,
filed with the Commission on December 10, 1999.
12 Eighth Supplemental Indenture, dated as of March 21, 2000, among
the Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, relating to the 10-1/2%
Senior Notes due 2005, is incorporated herein by reference from
Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed
with the Commission on March 17, 2000.
13 Ninth Supplemental Indenture, dated as of March 31, 2000, among
the Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, is incorporated herein by
reference from Exhibit 4.5 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2000, filed with the
Commission on May 12, 2000.
14 Tenth Supplemental Indenture, dated as of June 5, 2000, among the
Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, relating to the 10-1/2%
Senior Notes due 2005, is incorporated herein by reference from
Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed
with the Commission on June 6, 2000.
15 Form of Eleventh Supplemental Indenture to be executed by D.R.
Horton, Inc., the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, relating to the Zero Coupon
Convertible Senior Notes Due 2021 of D.R. Horton, Inc., is
incorporated herein by reference from Exhibit 4.1(a) to the
Registrant's Current Report on Form 8-K, filed with the
Commission on May 10, 2001.
16 Indenture dated as of April 15, 1996 between Continental Homes
Holding Corp. ("Continental") and First Union National Bank, as
Trustee, relating to the 10% Senior Notes due 2006, is
incorporated herein by reference from Exhibit 4.1 to
Continental's Annual Report on Form 10-K for the year ended May
31, 1996. The Commission file number for Continental is 1-10700.
17 First Supplemental Indenture, dated as of April 20, 1998, among
the Registrant, the guarantors named therein and First Union
National Bank, as Trustee, is incorporated by reference from
Exhibit 4.5 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998, filed with the Commission on
May 14, 1998
18 Second Supplemental Indenture, dated as of August 31, 1998, among
the Registrant, the guarantors named therein and First Union
National Bank, as Trustee, is incorporated by reference from
Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1998, filed with the
Commission on December 10, 1998.
19 Third Supplemental Indenture, dated as of August 31, 1999, among
the Registrant, the guarantors named therein and First Union
National Bank, as Trustee, is incorporated by reference from
Exhibit 4.13 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1999, filed with the
Commission on December 10, 1999.
20 Amended and Restated Master Loan and Inter-Creditor Agreement
dated as of July 1, 1999, among D.R. Horton, Inc., as a Borrower;
Nationsbank, N.A., Bank of America National Trust and Savings
Association, Fleet National Bank, Bank United, Comerica Bank,
Credit Lyonnais New York Branch, Societe Generale, Southwest
Agency, The First National Bank of Chicago, PNC Bank, National
Association, Amsouth Bank, Bank One, Arizona, NA, First American
Bank Texas, SSB, Harris Trust and Savings Bank, Sanwa Bank
California, Norwest Bank Arizona, National Association,. Wachovia
Mortgage Company and Summit Bank, as Banks; and Nationsbank,
N.A., as Administrative Agent, is incorporated by reference from
Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1999, filed with the
Commission on December 10, 1999.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
D.R. HORTON, INC.
Date: May 10, 2001 By: /s/ SAMUEL R. FULLER
------------------------------------
Samuel R. Fuller
Executive Vice President, Treasurer,
and Chief Financial Officer
CO-REGISTRANTS:
--------------
C. Richard Dobson Builders, Inc.
CHI Construction Company
CHTEX of Texas, Inc.
Continental Homes, Inc.
Continental Homes of Florida, Inc.
Continental Residential, Inc.
D.R. Horton, Inc. - Birmingham
D.R. Horton, Inc. - Chicago
D.R. Horton, Inc. - Denver
D.R. Horton, Inc. - Greensboro
D.R. Horton, Inc. - Louisville
D.R. Horton, Inc. - Minnesota
D.R. Horton, Inc. - New Jersey
D.R. Horton, Inc. - Portland
D.R. Horton, Inc. - Sacramento
D.R. Horton, Inc. - Jacksonville
D.R. Horton, Inc. - Torrey
D.R. Horton Los Angeles Holding Company, Inc.
D.R. Horton San Diego Holding Company, Inc.
DRH Cambridge Homes, Inc.
DRH Construction, Inc.
DRH Regrem I, Inc.
DRH Regrem II, Inc.
DRH Regrem III, Inc.
DRH Regrem IV, Inc.
DRH Regrem V, Inc.
DRH Southwest Construction, Inc.
DRH Title Company of Colorado, Inc.
DRH Tucson Construction, Inc.
DRHI, Inc.
KDB Homes, Inc.
Meadows I, Ltd.
Meadows VIII, Ltd.
Meadows IX, Inc.
Meadows X, Inc.
By: /s/ SAMUEL R. FULLER
---------------------------------------
Samuel R. Fuller
Treasurer of the
Co-Registrants listed above
CH INVESTMENTS OF TEXAS INC.
MEADOWS II, LTD.
By: /s/ William Peck
---------------------------------------
William Peck
President
CONTINENTAL HOMES OF TEXAS, L.P.
By: CHTEX of Texas, Inc., its general partner
By: /s/ SAMUEL R. FULLER
---------------------------------------
Samuel R. Fuller, Treasurer
D.R. HORTON MANAGEMENT COMPANY, LTD
D.R. HORTON - TEXAS, LTD.
DRH REGREM VI, LP
DRH REGREM VII, LP
By: Meadows I, Ltd., its general partner
By: /s/ SAMUEL R. FULLER
------------------------------------
Samuel R. Fuller, Treasuer
SGS COMMUNITIES AT GRANDE QUAY, LLC
By: Meadows IX, Inc., a member
By: /s/ SAMUEL R. FULLER
------------------------------------
Samuel R. Fuller, Treasuer
and
By: Meadows X, Inc., a member
By: /s/ SAMUEL R. FULLER
------------------------------------
Samuel R. Fuller, Treasuer
DRH CAMBRIDGE HOMES, LLC
DRH REGREM VIII, LLC
By: D.R. Horton, Inc. - Chicago, a member
By: /s/ SAMUEL R. FULLER
------------------------------------
Samuel R. Fuller, Treasurer
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
1 Indenture, dated as of September 11, 2000, among D.R. Horton,
Inc., the guarantors named therein and American Stock Transfer
and Trust Company, as Trustee, relating to the Senior
Subordinated Debt Securities of D.R. Horton, Inc., is
incorporated herein by reference from Exhibit 4.1(a) to the
Registrant's Current Report on Form 8-K filed with the Commission
on September 7, 2000.
2 First Supplemental Indenture, dated as of September 11, 2000,
among D.R. Horton, Inc., the guarantors named therein and
American Stock Transfer and Trust Company, as Trustee, relating
to the 9.75% Senior Subordinated Notes due 2010 of D.R. Horton,
Inc., is incorporated herein by reference from Exhibit 4.1(b) to
the Registrant's Current Report on Form 8-K filed with the
Commission on September 7, 2000.
3 Second Supplemental Indenture, dated as of March 12, 2001, among
D.R. Horton, Inc., the guarantors named therein and American
Stock Transfer and Trust Company, as Trustee, relating to the
9.375% Senior Subordinated Notes due 2011 of D.R. Horton, Inc.,
is incorporated herein by reference from Exhibit 4.1(a) to the
Registrant's Current Report on Form 8-K filed with the Commission
on March 8, 2001.
4 Indenture, dated as of June 9, 1997, among the Registrant, the
guarantors named therein and American Stock Transfer & Trust
Company, as Trustee, relating to Senior Debt Securities, is
incorporated herein by reference from Exhibit 4.1(a) to the
Registrant's Registration Statement on Form S-3 (Registration No.
333-27521) filed with the Commission on May 21, 1997.
5 First Supplemental Indenture, dated as of June 1, 1997, among the
Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, relating to the 8 3/8%
Senior Notes due 2009, is incorporated by reference from Exhibit
4.1 to the Registrant's Form 8-K/A dated April 1, 1997, filed
with the Commission on June 6, 1997.
6 Second Supplemental Indenture, dated as of September 30, 1997,
among the Registrant, the guarantors named therein and American
Stock Transfer & Trust Company, as Trustee, is incorporated by
reference from Exhibit 4.4 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1997, filed
with the Commission on December 8, 1997.
7 Third Supplemental Indenture, dated as of April 17, 1998, among
the Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, is incorporated by
reference from Exhibit 4.3 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998, filed with
Commission on May 14, 1998.
8 Fourth Supplemental Indenture, dated as of April 20, 1998, among
the Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, is incorporated by
reference from Exhibit 4.4 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998, filed with
Commission on May 14, 1998.
9 Fifth Supplemental Indenture, dated as of August 31, 1998, among
the Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, is incorporated herein by
reference from Exhibit 4.7 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1998, filed
with the Commission on December 10, 1998.
10 Sixth Supplemental Indenture, dated as of February 4, 1999, among
the Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, relating to the 8% Senior
Notes due 2009, is incorporated herein by reference from Exhibit
4.1 to the Registrant's Form 8-K filed with the Commission on
February 2, 1999.
11 Seventh Supplemental Indenture, dated as of August 31, 1999,
among the Registrant, the guarantors named therein and American
Stock Transfer & Trust Company, as Trustee, is incorporated
herein by reference from Exhibit 4.9 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 1999,
filed with the Commission on December 10, 1999.
12 Eighth Supplemental Indenture, dated as of March 21, 2000, among
the Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, relating to the 10-1/2%
Senior Notes due 2005, is incorporated herein by reference from
Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed
with the Commission on March 17, 2000.
13 Ninth Supplemental Indenture, dated as of March 31, 2000, among
the Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, is incorporated herein by
reference from Exhibit 4.5 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2000, filed with the
Commission on May 12, 2000.
14 Tenth Supplemental Indenture, dated as of June 5, 2000, among the
Registrant, the guarantors named therein and American Stock
Transfer & Trust Company, as Trustee, relating to the 10-1/2%
Senior Notes due 2005, is incorporated herein by reference from
Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed
with the Commission on June 6, 2000.
15 Form of Eleventh Supplemental Indenture to be executed by D.R.
Horton, Inc., the guarantors named therein and American Stock
Transfer
& Trust Company, as Trustee, relating to the Zero Coupon
Convertible Senior Notes Due 2021 of D.R. Horton, Inc., is
incorporated herein by reference from Exhibit 4.1(a) to the
Registrant's Current Report on Form 8-K, filed with the
Commission on May 10, 2001.
16 Indenture dated as of April 15, 1996 between Continental Homes
Holding Corp. ("Continental") and First Union National Bank, as
Trustee, relating to the 10% Senior Notes due 2006, is
incorporated herein by reference from Exhibit 4.1 to
Continental's Annual Report on Form 10-K for the year ended May
31, 1996. The Commission file number for Continental is 1-10700.
17 First Supplemental Indenture, dated as of April 20, 1998, among
the Registrant, the guarantors named therein and First Union
National Bank, as Trustee, is incorporated by reference from
Exhibit 4.5 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998, filed with the Commission on
May 14, 1998
18 Second Supplemental Indenture, dated as of August 31, 1998, among
the Registrant, the guarantors named therein and First Union
National Bank, as Trustee, is incorporated by reference from
Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1998, filed with the
Commission on December 10, 1998.
19 Third Supplemental Indenture, dated as of August 31, 1999, among
the Registrant, the guarantors named therein and First Union
National Bank, as Trustee, is incorporated by reference from
Exhibit 4.13 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1999, filed with the
Commission on December 10, 1999.
20 Amended and Restated Master Loan and Inter-Creditor Agreement
dated as of July 1, 1999, among D.R. Horton, Inc., as a Borrower;
Nationsbank, N.A., Bank of America National Trust and Savings
Association, Fleet National Bank, Bank United, Comerica Bank,
Credit Lyonnais New York Branch, Societe Generale, Southwest
Agency, The First National Bank of Chicago, PNC Bank, National
Association, Amsouth Bank, Bank One, Arizona, NA, First American
Bank Texas, SSB, Harris Trust and Savings Bank, Sanwa Bank
California, Norwest Bank Arizona, National Association,. Wachovia
Mortgage Company and Summit Bank, as Banks; and Nationsbank,
N.A., as Administrative Agent, is incorporated by reference from
Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1999, filed with the
Commission on December 10, 1999.